On Command Announces Closing Date for Acquisition by Liberty Media
04 December 2003 - 12:02PM
PR Newswire (US)
On Command Announces Closing Date for Acquisition by Liberty Media
DENVER, Dec. 3 /PRNewswire-FirstCall/ -- On Command Corporation
(BULLETIN BOARD: ONCO) , a leading provider of in-room interactive
entertainment for the hotel industry and its guests, announced
today that the closing of its previously announced transaction with
Liberty Media Corporation, pursuant to which Liberty Media will
acquire all the shares of On Command common stock that are not
already beneficially owned by Liberty Media and its subsidiaries,
is currently expected to occur on December 5, 2003 following On
Command's Special Meeting of Stockholders. The closing is
contingent upon approval of the transaction by On Command's
stockholders and other customary closing conditions, and the
closing date is subject to change. If the transaction is in fact
completed on December 5, 2003, On Command shareholders who have not
validly exercised their appraisal rights will have the right to
receive .175 of a share of Liberty Media Series A common stock in
exchange for each share of On Command common stock held on December
5, 2003. Such ratio is based on the average closing price of
Liberty Media Series A common stock for the five trading days
ending on the third trading day prior to the closing date.
Accordingly, if the closing occurs after December 5, 2003, the
final ratio may change in accordance with the terms of the
previously disclosed merger agreement between On Command and
Liberty Media. About On Command On Command Corporation (
http://www.oncommand.com/ ) is a leading provider of in-room
entertainment technology to the lodging and cruise ship industries.
On Command is a majority-owned subsidiary of Liberty Satellite
& Technology, Inc., a wholly-owned subsidiary of Liberty Media
Corporation. On Command entertainment services include: on-demand
movies; television Internet services using high-speed broadband
connectivity; television email; short form television features
covering drama, comedy, news and sports; PlayStation video games;
and music-on-demand services through Instant Media Network, a
majority-owned subsidiary of On Command Corporation and the leading
provider of digital on-demand music services to the hotel industry.
All On Command products are connected to guest rooms and managed by
leading edge video-on-demand navigational controls and a
state-of-the art guest user interface system. The guest menu system
can be customized by hotel properties to create a robust platform
that services the needs of On Command hotel partners and the
traveling public. On Command and its distribution network services
more than 1,000,000 guest rooms, which touch more than 300 million
guests annually. On Command's direct served hotel properties are
located in the United States, Canada, Mexico and Spain. On Command
distributors serve cruise ships operating under the Royal
Caribbean, Costa and Carnival flags. On Command hotel properties
include more than 100 of the most prestigious hotel chains and
operators in the lodging industry: Accor, Adam's Mark Hotels &
Resorts, Fairmont, Four Seasons, Hilton Hotels Corporation, Hyatt,
Loews, Marriott (Courtyard, Renaissance, Fairfield Inn and
Residence Inn), Radisson, Ramada, Six Continents Hotels
(Inter-Continental, Crowne Plaza and Holiday Inn), Starwood Hotels
& Resorts (Westin, Sheraton, W Hotels and Four Points), and
Wyndham Hotels & Resorts. Certain of the above statements,
other than statements relating to the historical performance of On
Command, constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties, and other important factors that could cause the
actual results, performance, or achievements of On Command, or
industry results, to differ materially from future results,
performance, or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other
factors include, among others: general economic and business
conditions and industry trends; the regulatory and competitive
environment of the industry in which On Command operates;
uncertainties inherent in new business strategies; new product
launches and development plans, including the future profitability
of such added services and the large capital expenditures involved;
rapid technological changes; the acquisition, development and/or
financing of telecommunications networks and services; the
development and provision of new services, including the customer
acceptance and use rates; future financial performance, including
availability, terms and deployment of capital; the ability of
vendors to deliver required equipment, software and services;
availability of qualified personnel; changes in the nature of key
strategic relationships with hotel chains and their franchises,
including the renewal of existing agreements on favorable terms;
and competitor responses to On Command's products and services, and
the overall market acceptance of such products and services. These
factors are also discussed in On Command's filings with the
Securities and Exchange Commission, including its recent filings on
Form 10-K and Form 10-Q. These forward-looking statements (and such
risks, uncertainties and other factors) speak only as of the date
hereof, and On Command expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, to reflect any change
in On Command's expectations with regard thereto, or any other
changes in events, conditions, or circumstances on which any such
statement is based. DATASOURCE: On Command Corporation CONTACT: Tad
Walden, Corporate Communications, +1-720-873-3321, , or Bernard G.
Dvorak, SVP and CFO, +1-720-873-3640, , both of On Command
Corporation Web site: http://www.oncommand.com/
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